- Current report filing (8-K)
June 11 2010 - 8:37AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 8, 2010
SATCON TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-11512
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04-2857552
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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27
Drydock Avenue
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Boston,
Massachusetts
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02210-2377
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(Address of
Principal Executive Offices)
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(Zip Code)
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(617) 897-2400
(Registrants telephone number, including area code)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item
5.02.
Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
At the annual meeting of
stockholders of Satcon Technology Corporation (the Company), held on June 8,
2010, the Companys stockholders approved the Companys 2010 Employee Stock
Purchase Plan (the ESPP).
The Companys principal
executive officer, principal financial officer and its named executive
officers, along with the Companys other employees, are eligible to participate
in the ESPP. Under the ESPP, eligible employees are allowed to purchase shares
of the Companys common stock at a discount through periodic payroll
deductions.
The ESPP generally is
implemented through a series of 12-month-long offering periods, beginning on August 15
and ending on the August 14 that is 12 months later. Shares of the Companys
common stock are available for purchase under the ESPP on periodic exercise
dates within each offering period. Exercise dates are the last trading days
ending on or before each August 14, November 14, February 14 and
May 14, during each offering period. On the first trading day of each
offering period, participants are granted the option to purchase shares of
common stock on the exercise dates within that offering period.
If the share price is
ever lower on an exercise date than it was on the first trading day of the
offering period in which that exercise date falls, then the offering period in
progress ends immediately after the close of trading on that exercise date, and
a new offering period begins on the next August 15, November 15, February 15
or May 15, as the case may be, and extends for a new 12-month-long period
ending on August 14, November 14, February 14 or May 14, as
the case may be.
The exercise price per
share at which shares are sold in an offering under the ESPP is 85% of the
closing price of the Companys common stock on the first day of the offering
period or, if lower, 85% of the closing price on the exercise date. The compensation committee may, in its sole
discretion, increase the percentage of the closing price, provided that such
increase with respect to a given offering period must be established not less
than 15 days prior to the offering date thereof.
2,000,000 shares of the
Companys common stock are reserved for issuance over the term of the ESPP.
That amount will be increased on each anniversary of the ESPPs effective date
by the lowest of (i) 2,000,000 shares, (ii) three percent (3%) of all
shares outstanding at the end of the previous fiscal year, or (iii) a
lesser amount determined by the board of directors.
The description of the
ESPP is a summary and is qualified in its entirety by reference to the copy of
the ESPP, which is attached as Annex A to the Proxy Statement, as filed with
the Securities and Exchange Commission on April 30, 2010.
2
Item 5.07. Submission of Matters to a Vote of Security
Holders
.
The annual meeting
of stockholders of the Company was held on June 8, 2010. The following sets forth a brief description
of each matter voted upon at the annual meeting and the number of votes cast
for, against, withheld, as well as the number of abstentions and
broker-non-votes, as to each such matter.
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Votes
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Broker
Non-
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Proposals
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Votes
For
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Votes
Against
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Abstain
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Vote
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(1)
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To elect the following Class I Directors:
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John M. Carroll
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48,837,068
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691,374
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James L. Kirtley, Jr.
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48,857,207
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671,235
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(2)
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To approve the Satcon
Technology Corporation 2010 Employee Stock Purchase Plan
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44,350,223
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4,942,835
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235,384
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29,431,579
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(3)
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To ratify the selection
of Caturano and Company, P.C. as independent registered public accountants of
the Company for the fiscal year ending December 31, 2010
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78,486,431
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345,894
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127,696
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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SATCON TECHNOLOGY
CORPORATION
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Date: June 11,
2010
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By:
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/s/ John W. Peacock
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John W. Peacock
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Chief Accounting
Officer
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4
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